MINISO USA End-User License Agreement

MINISO USA End-User License Agreement

Last Updated: 11/22/2022

 

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THIS PROD

This End-User License Agreement (“Agreement”) is between the business or individual accepting this Agreement (this business or individual being “you” or “Customer”) and MINISO DEPOT CA, INC (“Developer”). This Agreement is solely between you and Developer, and it governs your use of Developer's software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the “App”). You should carefully read this Agreement before using the App. By clicking the acceptance button, downloading, installing, copying or using the App, you are consenting to be bound by and are becoming a party to this Agreement. If you do not agree to the terms of this Agreement, you must click "Decline" and must not download, install, copy or use the App.

 

1. The App

1.1 The App will provide you with the ability to: connect the POS system to Clover system when check out an item without manually input the charge amount.

1.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use the App solely for your internal intended business purposes. You are not otherwise permitted to distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. You also may not install the App on a network server, use the App in a time-sharing arrangement or in any other unauthorized manner. This license does not grant you any rights to Developer's (or any other third party's) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves to itself (or applicable third parties) all right, title, interest, ownership rights, intellectual property rights and license (express or implied) to the App that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 The App may update automatically from time-to-time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays from time-to-time. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.

 

2. Fees

You will pay the Developer a monthly fee for your use of the App, which will be automatically collected through the payment method you select during set-up for the App. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on the Developer's income) imposed by federal, state, or local tax authority. You must notify the Developer of any billing errors within 120 days from when an error appears on your invoice, after which you release the Developer from all liability for Losses (defined below) resulting from these errors.

 

3. Term

This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement's Term). Your license for the App will also terminate immediately if you fail to comply with any term or condition of this Agreement, file for bankruptcy, or are placed in receivership. Upon such termination, you agree to destroy the App, together with all copies thereof. You agree that you will not be entitled to a refund of any applicable license fee upon termination of this Agreement.

 

4. Suspension and Termination

4.1 Developer may promptly suspend or terminate your use of the App if (1) you violate this Agreement's terms; (2) Developer believes your use of the App may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.

4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement.

 

5. Confidentiality, Data, and Ideas

5.1 Neither of us will disclose non-public information about the other's business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party's operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other's Confidential Information.

5.2 Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law, rule, or regulation.

5.3 Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer's privacy policy, which is accessible at https://miniso-us.com/pages/privacy.

5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.

 

6. Account

You will be required to register for an account with Developer to use the App. You will provide us with accurate information when setting-up your account, and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Developer if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).

 

7. Risk Allocation

7.1 The App is provided to you "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties (express or implied) related to your account or the App; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.

7.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees and settlement costs) (together, “Losses”) that result from or related to your use or misuse of the App, or your breach of this Agreement. Developer may assume the defense of any third party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third party claims involving more than the payment of money without Developer's written consent.

7.3 To the extent permitted by applicable law, Developer will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.

7.4 Developer's total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you've paid to Developer during the 3 months prior to a Loss.

 

8. Communications

You authorized Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You are responsible for any fees charged by you communications provider for phone, text, or email communications that Developer sends to you.

 

9. Compliance with privacy laws

The Developer makes the following additional commitments, representations, and warranties to Customer:

9.1 The Developer will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, and not collect, retain, use, or disclose that data for any purpose other than to perform the Developer’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as defined by Privacy Laws) any such personal information.

9.2 The Developer will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for Developer’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

9.3 Developer will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.

 

10. Data subject rights - assistance with requests

10.1 Developer will reasonably cooperate and assist Customer with meeting Customer's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of Developer's processing, and the information available to Developer. Developer will make available to Customer, in a manner consistent with the functionality of the Service and Developer’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

10.2 If Developer receives a request from Customer’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, Developer will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where possible, by using the functionality of the Services. Developer shall comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request.

10.3 Developer must notify the Customer immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services.

 

11. Limited Warranty.

Developer warrants that for a period of thirty (30) days from the date of acquisition, the App, if operated as directed, will substantially achieve the functionality described in any applicable documentation. Developer does not warrant, however, that your use of the App will be uninterrupted or, that the operation of the App will be error-free. Developer also warrants that the media containing the App, if provided by Developer, is free from defects in material and workmanship and will so remain for thirty (30) days from the date you acquired the App.

Developer's sole liability for any breach of this warranty shall be, in Developer's sole discretion (i) to replace your defective media or App, or (ii) to advise you how to achieve substantially the same functionality with the App as described in any Documentation through a procedure different from that set forth in any Documentation, or (iii) if the above remedies are impracticable, to refund the license fee you paid for the App. Repaired, corrected, or replaced App and Documentation shall be covered by this limited warranty for the period remaining under the warranty that covered the original App, or if longer, for thirty (30) days after the date (a) of delivery to you of the repaired or replaced App, or (b) Developer advised you how to operate the App so as to achieve substantially the same functionality described in any Documentation.

Only if you inform Developer of your problem with the App during the applicable warranty period and provide physical evidence of the date you purchased or obtained a license to the App will Developer be obligated to honor this warranty. Developer will use reasonable commercial efforts to repair, replace, advise or, for individual consumers, refund pursuant to the foregoing warranty within thirty (30) days of being so notified.

If any modifications are made to the App by you during the warranty period, if the media is subjected to accident, abuse, or improper use or if you violate the terms of this Agreement, then this warranty shall immediately terminate. This warranty shall not apply if the App is used on or in conjunction with hardware or App other than the unmodified version of hardware and App with which the App was designed to be used as described in the Documentation.

 

THIS IS A LIMITED WARRANTY, AND THE WARRANTY SET FORTH IN THIS AGREEMENT IS THE ONLY WARRANTY MADE BY DEVELOPER. DEVELOPER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS. TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE ABOVE LIMITED WARRANTY PERIOD. MOREOVER, IN NO EVENT WILL WARRANTIES PROVIDED BY LAW, IF ANY, APPLY UNLESS THEY ARE REQUIRED TO APPLY BY STATUTE NOTWITHSTANDING THEIR EXCLUSION BY CONTRACT. NO DEALER, AGENT, OR EMPLOYEE OF DEVELOPER IS AUTHORIZED TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS LIMITED WARRANTY. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE APP REMAINS WITH YOU.

 

12. Limitation of Remedies.

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY SHALL DEVELOPER, OR ITS AFFILIATES, SUBSIDIARIES, SUPPLIERS OR RESELLERS, BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTIONS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER PERSONAL OR COMMERCIAL DAMAGES OR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE PROGRAMS (WHETHER OR NOT DUE TO ANY DEFECTS THEREIN). IN NO EVENT WILL DEVELOPER BE LIABLE FOR ANY DAMAGES EVEN IF DEVELOPER SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORSEEABLE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM DEVELOPER'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. IN NO EVENT SHALL DEVELOPER'S LIABILITY EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE SOFTWARE.

 

13. General

13.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you. By downloading, installing or using any part of this App, you indicate that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

13.2 Developer may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.

13.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or other programs; or infringe third parties' intellectual property rights.

13.4 This Agreement is governed by California law, without regard to its conflicts or choice of law statutes. The courts in or for Los Angeles County, California are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.

13.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.

13.6 You may not assign this Agreement without Developer's written consent, which assignment is voidable by the Developer. If such consent is given and you transfer or assign the App and/or this Agreement, then you must at the same time either transfer any copies of the App and documentation to the same party or destroy or return to Developer any such materials not transferred. However, Developer may assign this Agreement without notice to you or your consent.

13.7 No Modification; No Reverse Engineering. You agree not to modify, translate, reverse engineer, decompile, disassemble, or create derivative works of the App or assist someone in performing such prohibited acts.

13.8 In the event any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining provisions shall not in any way be affected or impaired.

13.9 You may contact Developer at: 200 S. Los Robles Ave., Ste 200, Pasadena, CA 91101. Phone number: 626-463-4251